Terms of Use - Cognitive Edge

Transcription

SCAN TERMS OF USE
Welcome!
Welcome to Cognitive Edge’s SCAN services. This document is a legal agreement that is
binding on Cognitive Edge and you once you start using the Services (as defined below).
A SCAN is a tool for you to collect data pertaining to various topics that you can then
analyze. The terms apply to a range of SCAN services, e.g. cultureSCAN, safetySCAN,
decisionSCAN. This Agreement specifies how a SCAN can be used.
1.
Definitions
“Agreement” means this Terms of Use, including any and
all changes to it, in effect at the time of your use of the
Services.
“Client Site” means the website that Cognitive Edge
creates and hosts for you and that displays the
Questionnaire and enables Survey Respondents to reply
to questions.
“Cognitive Edge” has the meaning given it in Section 2.
“Mobile App” means the application developed by or on
behalf of Cognitive Edge for use on certain mobile
devices by which you access the Client Site and/or use the
application to enter or view data.
“Narrative” means the qualitative response (such as a
“story” or a paragraph describing an event) that Survey
Respondents provide when using the Questionnaire.
“Output” means information you download from the
replies provided by your Survey Respondents.
“Questionnaire” means the set of questions and requests
for responses Cognitive Edge has developed and that is
displayed on the Site for
“Services” means the features and functionality provided
buy or on behalf of Cognitive Edge to host and display
the Questionnaire and the Client Site, permit Survey
Respondent Replies to be entered, displayed and/or
downloaded, the Mobile App for its uses in accordance
with the license grant in this Agreement and other
features and functionality.
2007-2015 © Cognitive Edge, Inc. Confidential. US Pat. 8,031,201
“Survey Respondent” means each individual who
provides information in his or her replies to the
Questionnaire.
“Survey Respondent Reply” means the information
provided by each Survey Respondent in his or her reply to
each request for information in the Questionnaire.
“We” and related terms have the meaning given them in
Section 2 below.
“You” and related terms have the meaning given them in
Section 2 below.
2.
Who Is Agreeing to The words you and your refer to you, as an individual,
this Agreement?
and, if you are using the Services for someone else
including a company or other legal entity, then also that
other entity. We, our, us and Cognitive Edge mean
Cognitive Edge (USA) Inc. You agree and acknowledge
that some of the Services might be provided by parent,
sibling or subsidiary corporations of Cognitive Edge or
third parties (such as data centers).
This Agreement binds everyone who visits the Site and/or
uses the Services through your subscription, whether or
not you have authorized that use.
3.
How Do I Agree?
You agree to all of the terms of this Agreement when you
start using the Services. If you do not agree to these
terms, then stop using the Services and visiting the Site.
You can contact us at [email protected] if you
wish to discuss changes to these terms.
4.
Providing the
Services
Through SCAN Cognitive Edge provides the Services to
enable you to collect certain information provided by
Survey Respondents. Your subscription enables you to
use the Services to collect and use those data but it must
always be in accordance with this Agreement. Please
note that some portions of the Services may be provided
by a parent, sibling or subsidiary corporation of Cognitive
Edge on behalf of Cognitive Edge.
What We Provide
Once you have paid, Cognitive Edge will provide you
with:
• A unique URL where the Questionnaire will be
located
• The ability to add a customized question to the
Questionnaire, list your departments / divisions,
and add your company logo
• The Mobile App for you to download for use on
your iPad
• Hosting of the Client Site and the Survey
Respondent Replies during your subscription
• The opportunity to use other features such as the
ability to create reports
Availability and Types of
Services
Cognitive Edge provides the Services for access and use
with the intention, but not the obligation or guarantee,
that they will be available almost all of the time,
excluding downtime for maintenance or other reasons,
including those reasons outside of our control. The
Services might not be available also because we have
suspended or terminated your account (which is explained
below). Some features or functionality of the Services
might not be available if you are accessing the Site from
outside of United States territory.
Cognitive Edge has the right to change the Services from
time to time. You can find an explanation at Section 12.
Third-party Websites,
Software or Applications
You might find links to other websites or use the results
of the Services with other applications. Cognitive Edge is
not responsible for your use of those other websites or
other applications.
You are entirely responsible for
whatever you do or do not do with websites, applications
or any other services provided by third parties.
5.
When you enter into this Agreement and Cognitive Edge
accepts your payment, Cognitive Edge authorizes you to
access and use the Services during the period of your
subscription, at all times in accordance with this
Agreement.
Using the Services
Customization of Your
Client Site
This authorization also permits you to customize your
introduction to the Questionnaire and add in limited
information such as your logo or other mark and lists of
your departments or divisions.
Access by Others
You are authorized to provide access to the Client Site to
the Survey Respondents for them to provide their replies
to your Questionnaire.
Multiple Uses
You can collect replies on a “one-off” basis, run the
survey for the entire term or use the Questionnaire
multiple times. You are not authorized to provide the
Questionnaire to other legal entities for their use.
Your Databases
When Survey Respondents reply to the questions in the
Questionnaire that information is hosted by or on behalf
of Cognitive Edge during the term of your subscription
but you are responsible for those databases and their use.
Cognitive Edge will only have access to those databases
for maintenance and performance purposes, legal
purposes (such as litigation or governmental requests for
information) and for its research on quantitative responses
that anonymized and aggregated.
Certain Limitations
You agree that Cognitive Edge is not and will not be
responsible for your use of the Services and any
information derived from it. You must use any such
information solely in compliance with this Agreement and
with any other restrictions on that information (e.g., terms
of service, labor or employment agreements or other
policies that may apply). Please note that we do not
review the replies and they are not validated or verified
by us.
Further, you shall not (i) license, sublicense, sell, resell,
transfer, assign, distribute or otherwise commercially
exploit or make the Services or any part of it available to
any third party in any way except in accordance with this
Agreement; (ii) modify or make derivative works based
upon any or all of the Services, (iii) reverse engineer or
access the Services for any reason, including without
limitation to develop a competitive product, other than to
use it for its the purposes intended by Cognitive Edge (iv)
use the Services in a manner that violates any laws, and/
or (v) use the Services in a manner that (A) violates any
term(s) of this Agreement, (b) otherwise is not consistent
with the general intent of this Agreement and/or (C)
would violate Cognitive Edge’s intellectual property
rights.
Any person intending to use the Services for solicitation
purposes and/or for any other purpose regulated by
federal, state or local laws should consult with his or her
own legal counsel prior to entering into this Agreement to
determine the extent of permissible activities.
Compliance with Law
In addition to the above obligations you represent and
warrant that your use of the Services and data from such
use comply with, all applicable federal, state or local laws
(and including the laws of non-US jurisdictions in which
your use of the Services may result in jurisdiction over
your actions), rules or regulations. You hereby assume all
responsibility and liability for any violation of such
representation wand warranty.
Certain Liabilities
You assume responsibility for all costs and expenses of
any kind, including reasonable attorneys' fees, as they are
incurred by Cognitive Edge in connection with or related
to any actual, alleged or threatened violations by you of
any applicable laws and/or regulations.
6.
Your Subscription
Subscription Periods
The periods for payment will depend on the choices you
make in registering for the Services.
If You Want to Cancel
You can cancel your subscription at any time by
providing notice to [email protected].
Cognitive Edge does not provide refunds if you cancel
before the end of the subscription period you chose.
Once your subscription is terminated, you will no longer
have access to your account and you will cease using the
Services. Upon termination, Cognitive Edge can elect to
delete any information you have collected or created,
although it may choose to maintain a copy for legal
purposes.
Suspending or Terminating
Your Account
Cognitive Edge has the right to suspend or terminate your
access to the Services at any time and without notice if
Cognitive Edge believes that you have violated or will
violate this Agreement or any other agreement you have
with Cognitive Edge, failed to pay in accordance with
your payment obligations and/or if Cognitive Edge
believes that your access may result in injury to Cognitive
Edge or third parties or violation of law or regulations or
an investigation by governmental authorities as to your
use. If a governmental authority advises Cognitive Edge
that it believes that your access violates or could violate
applicable laws and regulations and Cognitive Edge
incurs any costs or other expenses arising from its
response to such advice, then you will reimburse
Cognitive Edge for all such costs and expenses, which
includes attorney fees and expenses, as they are incurred.
Uninstalling the Mobile
App
Upon termination of your subscription you must uninstall
the Mobile App from all devices on which it has been
installed.
7.
Paying for Your
Subscription(s)
Your Authorization to Pay
When you complete the payment process you are
authorizing Cognitive Edge to receive such payment,
which is advance for the period you have specified.
The amounts you pay to Cognitive Edge will be based
upon the information you provide when you purchase a
subscription, such as the total number of subscriptions
and the period of each subscription. You agree that you
shall pay all fees in connection with the Services in
accordance with this Agreement (which includes the
terms set forth when you registered).
Taxes, etc.
Our charges might not include taxes (or similar fees) at
the moment. You are responsible for paying all such
taxes or similar fees. Cognitive Edge will charge you for
such taxes (and advise you of doing so) if Cognitive Edge
believes that such taxes need to be included. Cognitive
Edge may charge you for such taxes, etc., if Cognitive
Edge becomes obligated to pay or collect taxes, etc. for
which you are responsible. You agree to pay all such
taxes and, when Cognitive Edge invoices you, to
promptly pay such amounts.
Changes in Pricing
Change to pricing are explained in Section 12.
8.
The grant of rights under this Agreement mean that you
have paid for your subscription. Such rights are only for
the period of your subscription.
Intellectual
Property Rights
Your Content
Although the Survey Respondents Replies reside on our
servers we do not claim any ownership rights in them or
in any other content you provide to the Client Site (which
includes information you provide such as the
customization of the additional question in the
Questionnaire, your trademark, logo, name, etc., and
information the Survey Respondents provide). You grant
us the right to have a copy on our servers but you may
download them at any time. Ownership of the Narratives
is between you and the Survey Respondents. Please make
sure that you have all permissions necessary to use such
information. We have no responsibility for how you use
any such information—only you do.
Limited License to Some of
Your Content
You hereby grant us a worldwide, royalty free license to
use, reproduce, distribute, modify, adapt, create derivative
works, make publicly available, and otherwise exploit the
Survey Respondents Replies (but excluding the
Narratives), but only for the purposes of (i) providing
and enhancing the Services and (ii) on an anonymized
basis to be aggregated in sectoral reports we generate that
do not include your name or the name of any Survey
Respondents.
Limited License from
Cognitive Edge for the
Questionnaire
Upon your payment for your subscription and your
signup, Cognitive Edge hereby grants you a limited right,
without right of sublicense, (i) to use the Questionnaire
during the term of your subscription to collect Survey
Respondents Information and, (ii) after the termination
of your subscription to organize and analyze the
information you received.
This grant of license does not give you any rights to use
the Questionnaire for any other purposes whatsoever
without the prior written permission of a member of
senior management of Cognitive Edge, whether it is for
commercial purposes with direct or indirect remuneration
or for any other purposes. This means that you are not
authorized to provide it to third parties for their use.
Limited Rights to the
Mobile App
Cognitive Edge hereby grants you the right to download,
use, copy and display the Mobile App, during the period
of your subscription and solely for the purposes of users
authorized by you to either (i) enter data or (ii) read
data but not both.
Limited License of Your
Trademarks, etc.
You hereby grant Cognitive Edge a right to display your
corporate logo, trademark and/or other marks that you
upload to the Questionnaire but only during the term of
your subscription.
Cognitive Edge IP
Cognitive Edge does not grant you any express or implied
rights or licenses or any other intellectual property rights,
except for the limited and revocable authorization granted
by this Section. Cognitive Edge reserves all other rights.
Cognitive Edge does not grant, and you do not acquire,
any rights whatsoever in any intellectual property rights
of Cognitive Edge, including without limitation, rights in
the Site and/or the Services and/or Cognitive Edge’s
marks, including trademarks, service marks or other
marks, or in any copyrights, whether or not any such
intellectual property has been registered or filed with
government authorities.
This authorization does not give you the right to do things
such as copy, reproduce, republish, mirror or upload any
or all of the Services (except the limited right to
download and use the Mobile App during your
subscription) and you cannot create derivative works
from any part of the Services.
9.
Disclaimer of
Warranties
Please note that for Sections 9, 10 and 11 “Cognitive
Edge” includes its parent, sibling and subsidiary
corporations.
YOU ACCESS AND USE THE SERVICES AND THE
INFORMATION THEREFROM AT YOUR SOLE RISK.
COGNITIVE EDGE PROVIDES THE SERVICES AND
A L L I N F O R M AT I O N " A S I S " W I T H N O
WARRANTIES OR GUARANTEES WHATSOEVER.
COGNITIVE EDGE, WITHOUT LIMITATION,
MAKES NO WARRANTY OR GUARANTEE THAT
Y O U R A C C E S S T O T H E S E RV I C E S A N D
I N F O R M AT I O N T H E R E F R O M W I L L B E
UNINTERRUPTED, TIMELY, SECURE, OR ERRORFREE.
TO THE FULLEST EXTENT PERMITTED BY LAW,
COGNITIVE EDGE EXPRESSLY DISCLAIMS ALL
EXPRESS, IMPLIED, STATUTORY, AND OTHER
WA R R A N T I E S , G U A R A N T E E S , O R
REPRESENTATIONS, INCLUDING, WITHOUT
L I M I TAT I O N , T H E WA R R A N T I E S O F
MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NON-INFRINGEMENT OF
PROPRIETARY AND INTELLECTUAL PROPERTY
RIGHTS.
YOU UNDERSTAND AND AGREE THAT YOU
OBTAIN MATERIALS, CONTENT, PRODUCTS,
SOFTWARE OR SERVICES AT YOUR OWN RISK
AND THAT YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGES THAT MAY RESULT,
INCLUDING LOSS OF DATA OR DAMAGE TO
YOUR COMPUTER SYSTEM.
SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF WARRANTIES, SO THE ABOVE
EXCLUSIONS MAY NOT APPLY TO YOU.
COGNITIVE EDGE MAKES NO REPRESENTATIONS
OR WARRANTIES THAT YOUR EQUIPMENT TO
ACCESS AND DISPLAY THE SITE OR WILL BE
COMPATIBLE WITH THE SERVICES.
10.
Limitations of
Cognitive Edge’s
Liability
IN NO EVENT WILL COGNITIVE EDGE BE LIABLE
TO ANY PARTY FOR ANY DIRECT, INDIRECT,
I N C I D E N TA L , S P E C I A L , E X E M P L A RY O R
CONSEQUENTIAL DAMAGES OF ANY TYPE
WHATSOEVER RELATED TO OR ARISING FROM
THE SITE, SERVICES AND INFORMATION
THEREFROM INCLUDING, WITHOUT LIMITATION,
ANY LOST PROFITS, BUSINESS INTERRUPTION,
LOST SAVINGS OR LOSS OF PROGRAMS OR
OTHER DATA, EVEN IF COGNITIVE EDGE IS
EXPRESSLY ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. THIS EXCLUSION AND WAIVER
OF LIABILITY APPLIES TO ALL CAUSES OF
ACTION, WHETHER BASED ON CONTRACT,
WARRANTY, TORT, OR ANY OTHER LEGAL
THEORIES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY
OF COGNITIVE EDGE EXCEED THE AMOUNT PAID
BY YOU FOR THAT PERIOD DURING WHICH ANY
ACTIONS GAVE RISE TO THE CLAIM.
11.
Indemnification
You agree to indemnify, hold harmless and defend
Cognitive Edge, its shareholders, directors, officers,
employees and agents from and against any action, cause,
claim, damage, debt, demand or liability, including
reasonable costs and attorney's fees, asserted by any
person, arising out of or relating to: (a) your breach of
this Agreement; (b) your unauthorized use of the Services
or other services, including any information,
communication, data or work that you provide in
connection with the Services; (c) libelous, slanderous,
indecent or other statement concerning any person made
or republished by you; (d) any violation of federal, state
and/or local law related to, arising out of or connected
with your use of the Services.
Cognitive Edge has the right, but not the obligation, at its
own expense, to assume the exclusive defense and control
of any matter subject to indemnification by you pursuant
to this Section. Cognitive Edge agrees that it shall give
you reasonable notice of any claim, threatened or made,
or suit instituted against it that could result in a claim for
indemnification. Cognitive Edge agrees that in the event
that indemnification is sought under this provision,
Cognitive Edge shall furnish you, upon request, all
information and assistance available to Cognitive Edge
for defense against any such claim, suit, or demand, to the
extent permitted by law or court action.
12.
Changes to this
Agreement
General Changes
This is a binding agreement and so it cannot be changed
without your consent. If you consent to those changes
(see how that happens below), then the changes will
affect your use of the Services only after your acceptance
of the changes.
Notice of Changes
Cognitive Edge will provide notice of any changes to the
Agreement either by posting a notice on its home website
or by contacting you (or both). You consent to the
changes in the same way that you consented to this
Agreement, as described at the start of this Agreement.
Changes to Pricing
From time to time Cognitive Edge might change its
pricing.
The changes will not take effect for your
subscriptions active at the time of the price increase, but
only at the end of those subscriptions.
New orders
(including increases in subscriptions) will be at the new
pricing.
Amendments or Other
Modifications
This is the entire agreement with you relating to the
Services. This Agreement cannot be changed by any oral
or written (including email) communications and/or
documents unless such documents expressly state that this
Agreement is being thusly changed.
13.
If you believe that Cognitive Edge is infringing on your
copyright then you can follow the DMCA procedures for
a “takedown” notice.
Please send us an email to
[email protected] with DMCA in the subject
line. However, you must also send a written notice to our
DMCA agent with the following information:
DMCA
DMCA Agent
1000 N. West Street, Suite 1200
Wilmington, Delaware, 19801-1058
1. A physical or electronic signature (i.e., /s/NAME) of a
person authorized to act on behalf of the owner of the
copyright that is allegedly infringed.
2. Identification of the copyrighted work claimed to have
been infringed.
3. Identification of the material that is claimed to be
infringing and information reasonably sufficient to
permit the service provider to locate the material.
4. Information reasonably sufficient to permit the service
provider to contact the complaining party, such as an
address, telephone number, and, if available, an
electronic mail address at which the complaining party
may be contacted.
5. A statement that the complaining party has a good
faith belief that use of the material in the manner
complained of is not authorized by the copyright
owner.
6. A statement that the information in the notification is
accurate, and under penalty of perjury, that the
complaining party is authorized to act on behalf of the
owner of the copyright that is allegedly infringed.
14.
Other Provisions
Governing Law and Venue
Cognitive Edge and you agree and acknowledge that the
worldwide scope of the Internet makes the choice of
jurisdiction difficult to balance. Therefore, both parties
accept a “mutually inconvenient” jurisdiction for choice
of law and venue, but one in which the judicial system is
familiar with digital matters. Accordingly, Cognitive
Edge and you hereby agree that this Agreement and all
disputes arising from it or any other matters between
Cognitive Edge and you are governed by the laws of the
State of California without taking into account its
principles and case law relating to conflicts of laws.
Cognitive Edge and you consent to the exclusive
jurisdiction of the state and federal courts sitting in Los
Angeles, California. You waive all claims to the defense
of inconvenient venue and any related defense.
Some jurisdictions might not accept such waivers. If you
are in any such jurisdiction you are not authorized to
use the Services. Please contact us immediately at
[email protected] to discuss alternatives.
Enforceability of Terms
If a court determines that some terms of this Agreement
are not enforceable that will not affect other terms. They
will still be enforceable.
Certain Remedies
Cognitive Edge and you agree that other remedies might
not be adequate and, accordingly, agree that Cognitive
Edge shall have rights in equity for injunctive and other
equitable relief, in addition to any and all other remedies
Cognitive Edge may have under this or other agreements
with you or at law.
Limitation of Waivers
Cognitive Edge does not waive any of its rights or
remedies because it does little or nothing when you do
something that breaches, or may breach, this Agreement.
It does not mean that you have no liability for that action
(or inaction), that Cognitive Edge cannot exercise
whatever remedies it may have or that you can do it
again.
No Assignment
Cognitive Edge is granting certain rights to you, and
accordingly you may not assign this Agreement or any of
its rights or obligations without the prior written consent
of Cognitive Edge. Any attempted assignment without
such prior written consent shall be void, and will be
considered a material breach of this Agreement.
Notices
Cognitive Edge can provide you notice by email or by
other reasonable means, including notice on the Site. If
you wish to contact Cognitive Edge, then you can do so
by email at [email protected].
Termination
As noted above, you can terminate your subscription at
any time by providing notice in accordance with this
Agreement.
Cognitive Edge can terminate your
subscription as noted above. However, certain provisions
will remain in effect, which include the following:
Sections 1, 2, 4, 5, 7, 8, 9, 10, 11 and 14 survive any
termination or expiration of this Agreement.

Terms of Use - Cognitive Edge

Transcription

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